Last Updated Date: October 15, 2013
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so (in such case, "you" and "your" will refer to that organization), unless that organization has a separate paid contract in effect with us, in which event the terms of that contract will govern your use of the Service.
WittyParrot reserves the right, at its sole discretion, to modify the Terms, at any time and without prior notice. If we modify the Terms, we will post the modification on the Website or otherwise provide you with notice of the modification. We will also update the "Last Updated Date" in the Terms. By continuing to access or use of the Services after we have posted a modification to the Terms or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the Terms, whether modified or not, are not acceptable to you, you must cease accessing and using the Services.
Your "Content" means all text, images, software, videos, data, graphics, photos, or audiovisual content, hypertext links and any other content made available, no matter what the form or technical structure created, transmitted, stored or displayed in your account. You retain copyright and any other rights you already held in your Content before you submitted, posted or displayed it on or through the Services. By using the Services, however, you grant to WittyParrot a limited license, as described below, so we can make your data accessible and usable on the Services. Other than this limited license and other rights you grant in these Terms, WittyParrot acknowledges and agrees that we do not obtain any right, title or interest from you under these Terms in any of your Content.
In order to enable WittyParrot to operate the Services, we must obtain from you certain license and other rights to the Content you submit so that our processing, maintenance, storage, technical reproduction, back-up and distribution and related handling of your Content doesn't infringe applicable copyright and other laws. This means that by using the Services and uploading Content, you grant WittyParrot a license to display, perform and distribute your Content and to modify (for technical purposes, e.g., making sure content is viewable on smart phones as well as computers) and reproduce such Content to enable WittyParrot to operate the Services. You also agree that WittyParrot has the right to elect not to accept, post, store, display, publish or transmit any content at our sole discretion.
You agree that these rights and licenses are royalty free, irrevocable and worldwide and include a right for WittyParrot to make such Content available to, and pass these rights along to, others with whom WittyParrot has contractual relationships related to the provision of the WittyParrot Services, solely for the purpose of providing such services, and to otherwise permit access to or disclose your Content to third parties if WittyParrot determines such access is necessary to comply with its legal obligations.
Inasmuch as we rely upon your rights to upload and distribute your Content, you represent and warrant to WittyParrot that you have the unfettered legal rights and authority to submit your Content to WittyParrot, and to make any publication or other distribution of that Content in your use of the Services. You also represent to us that, by submitting Content to WittyParrot and granting WittyParrot the rights described in these Terms, you are not infringing the rights of any person or third party.
Finally, you understand and agree that WittyParrot, in performing the required technical steps to provide the Services to our users, may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. WittyParrot's Content Rights
While you own the Content you store with WittyParrot, you acknowledge and agree that WittyParrot (and our licensors) own(s) all legal right, title and interest in and to the Services, including, without limitation, all software comprising a part of the Services that is hosted on WittyParrot's servers.
In agreeing to these Terms, you also agree that the rights in the Services and Acrowit Software, including all intellectual property rights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any separate agreements. In particular, you agree not to modify, create derivative works of, decompile or otherwise attempt to extract source code from any Acrowit software, unless you are expressly permitted to do so under an open source license or we give you express written permission.In agreeing to these Terms, you also agree that the rights in the Services and WittyParrot Software, including all intellectual property rights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms and any separate agreements. In particular, you agree not to modify, create derivative works of, decompile or otherwise attempt to extract source code from any WittyParrot software, unless you are expressly permitted to do so under an open source license or we give you express written permission.
The Services provide features that allow you to share your Content with others or to make it public. There are many things that users may do with that Content (for example, copy it, modify it, re-share it). Please consider carefully what you choose to share or make public. WittyParrotis not responsible for any sharing or the recipient's actions once the Content is shared.
You are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify WittyParrot of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data to WittyParrot, it is your responsibility to use a secure encrypted connection to communicate with the Services.
You agree not to do any of the following while using the Services or WittyParrot content:
WittyParrot respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, WittyParrot will respond expeditiously to claims of copyright infringement committed using the WittyParrot Services if such claims are reported to WittyParrot's Designated Copyright Agent identified in the sample notice below.
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Services by providing WittyParrot's agent the written information specified below. Upon receipt of Notice as described below, WittyParrot will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Services.
WittyParrot's Copyright Agent for notice of claims of copyright infringement on its website can be reached as follows:
20380 Town Center Lane
Suite - 212
Cupertino, CA - 95014
It is WittyParrot's policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law and to terminate the accounts of repeat infringers.
Counter-Notice: If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload and use the content in your Content, you may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, WittyParrot will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, WittyParrot has adopted a policy of terminating, in appropriate circumstances and at WittyParrot's sole discretion, users who are deemed to be repeat infringers. WittyParrot may also at its sole discretion limit access to the Service sand/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
WittyParrot may from time engage certain affiliates or other third parties to provide technical or other services relating to all or part of the Services to you, and you hereby agree that such third party involvement is acceptable.
WittyParrot offers access to different levels of service bundled as "Packages". The services available in each Package are outlined on the Website. You select the Package that suits your needs when you register with WittyParrotonline unless you are selecting an Enterprise Package which may be done by contacting WittyParrot directly at firstname.lastname@example.org.
All users accessing the Services are bound to these Terms whether you registered directly or through an administrator of a Business Package or Enterprise Package. Administrators of Business Packages and Enterprise Packages are responsible for managing user accounts for their organization including but not limited to maintaining accurate and update to date account information. When registering for either the Business Package or Enterprise Package, an organization shall appoint a single Administrator responsible for managing the account. All Package services shall be managed directly through the Website by the Administrator.In addition, Enterprise Packages may be managed by contacting WittyParrot directly. Please review the contract terms applicable to your use of the Services with your Administrator, if you have access to Wits through a Business Package or Enterprise Package.
If you are participating as a user of a Businessor Enterprise Package, you should know that the Administrator of the Business or Enterprise Package has rights to restrict your access to the Content contained within the Business or Enterprise Package Wits (as defined below) and also has rights to access, reproduce, distribute and otherwise affect, and impose additional rules regarding, such Content. "Wits" mean the individual saved Content templates available for use.
However, the Administrator is not provided any information about any personal WittyParrot account you may have. Thus,none of your rights in your personal account are affected if you also have access to a Business or Enterprise Package, and the Content in your personal account is not accessible, or otherwise affected, by the Administrator. Payment; Taxes
License Fees. WittyParrot provides different levels of services. WittyParrot also offers monthly and annual subscription plans with added benefits. Monthly subscription plan payments may be made online by credit card. You can activate auto-renewal or receive a monthly invoice. Payments are made in advance for the entire month of service.
In the alternative, you may pay for an annual subscription up front. Annual subscription payments are also made online using a credit card. Your fees correspond to the level of service you have subscribed to. You made upgrade your service level at anytime and pay the difference in fees. Fees are subject to change.
Refunds. No refunds are offered for a reduction in service level or termination of services mid-subscription cycle.
Taxes. You shall, in addition to the other amounts payable under these Terms, pay all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by these Terms, excluding only taxes based on WittyParrot's net income. You agree to indemnify, defend, and hold WittyParrot, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from your failure to report or pay any such taxes, duties or assessments.
Payment Terms. All undisputed amounts payable to WittyParrotunder this Agreement will be due within thirty (30) days from receipt of an invoice. If payment is not received prior to the beginning of the next subscription cycle, your access to the Service will be disabled; however WittyParrot will store your Content for 30 days. Once payment is received, Service and access to your Content will be reinstated. If payment is not received within 30 days, the account will be terminated and all Content and other data will be permanently deleted. Updates and Modifications
We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Services and any WittyParrot Software, including changes that may affect the previous mode of operation of the Services. We expect that any such modifications will enhance the overall Services, but it is possible that you may not agree with us. We also reserve the right to establish limits to the nature or size of storage available to you, the number of transmissions and messages, the nature or size of any index or library information, the nature of, or your continued ability to access or distribute, your Content and other data, and impose other limitations at any time, with or without notice. For example, if you use the StandardWittyParrot service, you will not enjoy all of the benefits provided to subscribers of the WittyParrotBusiness service.
You also acknowledge that a variety of WittyParrot actions may impair or prevent you from accessing your Content or using the Services at certain times and/or in the same way, for limited periods or permanently, and agree that WittyParrot has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any Content. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Services.
Though we would much rather you stay, you can stop using our Services at any time. WittyParrot does not provide refunds for termination mid-subscription cycle. To cancel auto-renewal of your subscription, you must inform WittyParrot in writing of your intent to terminate prior to the beginning of the next Service period. We reserve the right to suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others' use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve the data, though there may be some cases (for example, repeatedly or fragrantly violating these Terms, a court order, or danger to other users) where we may suspend your use immediately.
You agree to indemnify and hold WittyParrot, its subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of any of the Services, any violation of these Terms or any other actions connected with your use of the Services (including all actions taken under your account). In the event of such claim, we will provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WITTYPARROT, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT WITTYPARROT HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO WITTYPARROT FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph, so they may not apply to you. WittyParrot is Available "As Is"
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITTYPARROT EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) WITTYPARROT DOES NOT WARRANT THAT (i) THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED.
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WITTYPARROTOR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE.
These Terms constitute the entire and exclusive agreement between you and WittyParrot with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. WittyParrot's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but WittyParrot may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. WittyParrot and you are not legal partners or agents; instead, our relationship is that of independent contractors.